His Covenant Ministries no longer promoting the over priced services of Gamaliel Ministries corporation sole document preparation services.
The Modern Corporation Sole
One Corporation With Sole
Advantages and Unique Features of Corporation Sole
Restrictions on church tax inquiries and examinations
Mandatory Exception Status in IRS
One Corporation With Sole
There are two general classifications of corporations aggregate and sole. Aggregate corporations have boards of directors, officers, issue shares, and have bylaws. A Corporation Sole consists of one incorporated office and provides for a succession of office holders, with no board of directors, no shares, no bylaws, and no other officers.
The corporation sole grew out of a need for the Church of England and the Roman Church to find a secure and orderly way to hold and pass title for church property with immunity from government interference. The modern Corporation Sole is the result of 500 years of common law testing. It is very rare that a court case involving a Corporation Sole will go to the appeal level, because the bugs were worked out of the system long ago.
The British Crown is a Corporation Sole. The Archbishop of Canterbury is a Corporation Sole, as are all bishops and vicars in the Episcopal Church. To simplify this concept, you may think of the British Crown Corporate Sole as being a series of Monarchs. In this sense, Queen Elizabeth is the same Corporation Sole as Queen Victoria, King George III, King Edward, and King James. The legal maxim "The King never dies" is true, because "the King" is an office, not a man or woman.
As of 1967, most offices of Catholic Bishop in the United States were organized as Corporation Sole. There are functioning Corporation Sole in over half of the states and there are explicit statutes in seventeen states that describe Corporation Sole. Some states specifically recognize Corporation Sole but do not permit statutes to be written regarding them because of the first amendment prohibition against a government making laws respecting an establishment of Religion or prohibiting the free exercise thereof. Virginia and West Virginia have constitutions that forbid laws that respect an establishment of religion, hence, there are no statutes for Corporation Sole in those states although the common-law form of Corporation Sole is perfectly legal in those states.
Arizona Statutes provide for Corporation Sole to be formed for the purpose of acquiring, holding, and disposing of church or religious society property for the benefit of religion, for works of charity and for public worship, and of property of scientific research institutions maintained solely for pure research and without expectation of pecuniary gain or profit. This description was taken almost verbatim from the statute.
The Corporation Sole appears to be the answer to the Sovereign's prayers. We may file a Corporation Sole as a religious society who's purpose is education, medical services, legal services, or whatever our religious society decides is worthy of our efforts. By recording the ownership of the property as a church, it is entitled to all of the consideration of other churches and religious societies in your county. If the land is patented, then the church may usually buy, hold, and sell property (real and personal) with complete tax immunity.
Whereas aggregate corporations are capitalized for a certain dollar value, there is absolutely no statutory limitation on how much money may pass through the coffers of a church or religious society. Remember, the Corporation Sole was developed by the Roman Church and the British Crown. You don't think that either of them would allow a mere government to interrupt their cash-flow, do you?
To form a Corporation Sole, a church official is elected or appointed in conformity with the church constitution, canons, rites, or regulations. Pure research organizations may make and subscribe to formal articles of incorporation and acknowledge and record them in the same manner as a deed in each county in which real property of the corporation is situated, together with an impression of the Seal which it adopts. Not all states provide for a Seal.
Montana's statutes not only provide for a seal, they also specifically provide for ownership of property in any state or any foreign country. Gamaliel Ministries has an affiliated Mission in Montana and the effect has been very pleasing for all concerned. It provides for smooth, tax-free transfer (tax immunity) of title for property.
The test is not that we win in court, but that we don't go to court. Normal procedure when a Corporation Sole does find itself in court is for the constitution, bylaws, canons, or regulations of the church to replace the state statutes and rules of court. If a church regulation covers a particular situation, the church regulation takes precedence over the state statute or rule of procedure.
Because the government has no power over any free church, all enforcement procedures must use the rules of the church! What this means in practical terms is that it is to your advantage to engage the services of a knowledgeable professional in drawing up your church charter. Beware of bargains in brain surgeons, lawyers, and financial service experts!
Most Catholic Dioceses consist of many a Corporation Sole under the umbrella of one incorporated office of a bishop. Each building or automobile may be its own corporation sole. The reason is purely to limit insurance liability. If the church school bus is involved in an accident, the recourse is to the corporation sole that owns the school bus, not the entire school, church building, rectory, and sanctuary.
This principle for limiting liability is similar to the practice of the commercial airlines. Virtually all commercial air planes that are not leased from foreign corporations [and this is another story!] are self-contained corporations. The Officers and crew of the airplane are the officers of the corporation, and the officers change with each change of crew. There have been as many airline crashes in recent years as there ever have been, but we have stopped reading about multi-million dollar court settlements.
The reason we no longer hear of multi-million dollar court settlements is that all of the assets to defray liability for the crash are sitting in a heap of scrap metal and all of the liable corporation officers are just as dead as the passengers. The huge airline companies keep raking in the money and have no liability for the loss, whatsoever. They also have no reason to spend as much on maintenance.
Cost to set up and maintain a Corporation Sole can be considerably less than a comparative level of protection in either a domestic or a foreign Trust. The initial (umbrella) Corporation Sole for a church or religious society will cost from $500.00 to $15,000.00. You may be taking your chances with the less expensive help and you should be getting a gilt-edged book for the top dollar figure.
Usually, because the big job of compiling your church charter has been finished, your subsidiary Corporation Sole are discounted heavily. If it takes $5,000.00 worth of time and effort to write up your first Corporation Sole, then the subsidiary Corporation Sole should cost roughly one-half to two thirds of that. There would be some one-time expenses, such as the cost of designing an impression seal and having it built.
In order to be official, an impression of the seal must be filed when the Corporation Sole is recorded in your county or state. In a manner similar to the expense of Trusts, the price of the original Corporation Sole will depend more on the attention to detail and level of service that you are getting than on the cost of typing and printing. Cost of additional corporations are less expensive because the cost of the Seal and writing the Charter are eliminated.
There are no annual renewal fees for Corporation Sole, as there are in Trusts. Future expenses will include only the normal costs of operation plus filing notice with the county recorder or Secretary of State every time the person occupying the office of Corporation Sole is replaced by another person.
The Corporation Sole has the potential to solve many of the current problems that face Americans. Imagine the benefit to home schooling groups, right to life groups, and even extended families of Christians. Especially because tax immunity from real estate is immediate upon transfer of land and property into the corporation sole!
The cost of $5,000.00 is low enough (with no annual fees) that it should not be beyond the reach of most families and groups. If the Corporation Sole is flexible enough to manage the operation of the Anglican Church or the Roman Church, then Corporation Sole has the flexibility to manage the operation of a healing ministry, a church school, and a transportation ministry, as well as manage all of the real estate owned by the religious society.
Some states, like Alaska, have such poorly written statutes that it would be unwise to organize in those states. Also, we need to police ourselves, because if the Sovereigns abuse the use of Corporation Sole by using them to hold title to bars, brothels, and bomb factories then it will not be very long before the government (in concert with the most powerful organized churches in the world) will find a way to circumvent our right to use Corporation Sole. In spite of this, I believe that the Corporation Sole is more secure method of holding title to real estate than an offshore Trust, and considerably less expensive.
